Docstoc

Prospectus HSBC USA INC MD - 1-30-2013

Document Sample
Prospectus HSBC USA INC MD - 1-30-2013 Powered By Docstoc
					                                                                CALCULATION OF REGISTRATION FEE

Title of Each Class of                                             Maximum Aggregate                                         Amount of
Securities Offered                                                 Offering Price                                            Registration Fee (1)
Debt Securities                                                    $1,541,000                                                $210.20
(1)
      Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.

                                                                                                                                                Filed Pursuant to Rule 424(b)(2)
                                                                                                                                                    Registration No. 333-180289
                                                                                                                                                      PRICING SUPPLEMENT
                                                                                                                                                         Dated January 28, 2013
                                                                                                                                           (To Prospectus dated March 22, 2012,
                                                                                                                                Prospectus Supplement dated March 22, 2012 and
                                                                                                                      Equity Index Underlying Supplement dated March 22, 2012)
HSBC USA Inc.
50/150 Performance Securities
Linked to the S&P 500 ® Low Volatility Index
}       $1,541,000 50/150 Performance Securities linked to the S&P 500 ® Low Volatility Index
}       The S&P 500 ® Low Volatility Index measures the performance of the 100 least volatile stocks in the S&P 500 ® Index
}       Maturity of 5.5 years
       1.5x uncapped exposure to any positive return in the reference asset
       0.5x exposure to any negative return in the reference asset
       All payments on the securities are subject to the credit risk of HSBC USA Inc.
The 50/150 Performance Securities (each a “security” and collectively the “securities") offered hereunder will not be listed on any U.S.
securities exchange or automated quotation system. The securities will not bear interest.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the
securities or passed upon the accuracy or the adequacy of this document, the accompanying Equity Index Underlying Supplement, prospectus
or prospectus supplement. Any representation to the contrary is a criminal offense. We have appointed HSBC Securities (USA) Inc., an affiliate
of ours, as the agent for the sale of the securities. HSBC Securities (USA) Inc. will purchase the securities from us for distribution to other
registered broker-dealers or will offer the securities directly to investors. In addition, HSBC Securities (USA) Inc. or another of its affiliates or
agents may use this pricing supplement in market-making transactions in any securities after their initial sale. Unless we or our agent informs
you otherwise in the confirmation of sale, this pricing supplement is being used in a market-making transaction. See “Supplemental Plan of
Distribution (Conflicts of Interest)” on page PS-12 of this pricing supplement.

Investment in the securities involves certain risks. You should refer to “Risk Factors” beginning on page PS-5 of this document, page
S-3 of the accompanying prospectus supplement, and page S-1 of the accompanying Equity Index Underlying Supplement.

                                                              Price to Public                       Underwriting Discount 1                     Proceeds to Issuer
      Per security                                             $1,000                                $35                                         $965
      Total                                                    $1,541,000                            $53,935                                     $1,487,065
1
 HSBC USA Inc. or one of our affiliates may pay varying underwriting discounts of up to 3.50% and referral fees of up to 2.20% per $1,000 Principal Amount of securities in
connection with the distribution of the securities to other registered broker-dealers. In no case will the sum of the underwriting discounts and the referral fees exceed 4.70% per
$1,000 Principal Amount. See “Supplemental Plan of Distribution (Conflicts of Interest)” on page PS-12 of this pricing supplement.

                                                                                  The securities:

                   Are Not FDIC Insured                                     Are Not Bank Guaranteed                                        May Lose Value
HSBC USA Inc.
50/150 Performance Securities
Linked to the S&P 500 ® Low Volatility Index

This offering of securities has the terms described in this pricing supplement and the accompanying Equity Index Underlying Supplement,
prospectus supplement and prospectus. If the terms of the securities offered hereby are inconsistent with those described in the accompanying
Equity Index Underlying Supplement, prospectus supplement or prospectus, the terms described in this pricing supplement shall control. You
should be willing to forgo interest and dividend payments during the term of the securities.

This pricing supplement relates to an offering of securities linked to the performance of the S&P 500 ® Low Volatility Index (the
“Reference Asset”). The purchaser of a security will acquire a senior unsecured debt security of HSBC USA Inc. linked to the
Reference Asset as described below. The following key terms relate to the offering of securities:

Issuer:                    HSBC USA Inc.
Principal Amount:          $1,000 per security
Reference Asset:           The S&P 500 ® Low Volatility Index (Ticker: SP5LVI)
Trade Date:                January 28, 2013
Pricing Date:              January 28, 2013
Original Issue Date:       January 31, 2013
Final Valuation Date:      July 30, 2018. The Final Valuation Date is subject to adjustment as described under “Additional Terms of the
                           Notes—Valuation Dates” in the accompanying Equity Index Underlying Supplement.
Maturity Date:             August 2, 2018. The Maturity Date is subject to adjustment as described under “Additional Terms of the
                           Notes—Coupon Payment Dates, Call Payment Dates and Maturity Date” in the accompanying Equity Index
                           Underlying Supplement.
Upside Participation Rate: 150% (1.5x)
Downside Participation
                           50% (0.5x)
Rate
Payment at Maturity:       On the Maturity Date, for each security, we will pay you the Final Settlement Value.
Reference Return:          The quotient, expressed as a percentage, calculated as follows:
                                            Final Level – Initial Level
                                                  Initial Level
Final Settlement Value: If the Reference Return is greater than or equal to zero, you will receive a cash payment on the Maturity Date,
                           per $1,000 Principal Amount of securities, equal to:

                            $1,000 + ($1,000 × Reference Return × Upside Participation Rate).

                            If the Reference Return is less than zero , you will receive a cash payment on the Maturity Date, per $1,000
                            Principal Amount of securities, equal to:

                            $1,000 + ($1,000 × Reference Return x Downside Participation Rate).

                            Under these circumstances, you will lose 0.5% of the Principal Amount of your securities for each percentage
                            point that the Reference Return is below zero. For example, if the Reference Return is -30%, you will suffer a
                            15% loss and receive 85% of the Principal Amount. If the Reference Return is less than the zero, you will lose
                            up to 50% of your investment, subject to the credit risk of HSBC.
Initial Level:              4,644.27, which was the Official Closing Level of the Reference Asset on the Pricing Date.
Final Level:                The Official Closing Level of the Reference Asset on the Final Valuation Date.
Official Closing Level:     The closing level of the Reference Asset on any scheduled trading day as determined by the calculation agent
                            based upon the level displayed on Bloomberg Professional ® service page “SP5LVI <INDEX>”, or on any
                            successor page on the Bloomberg Professional ® service or any successor service, as applicable.
Form of Securities:         Book-Entry
Listing:                    The securities will not be listed on any U.S. securities exchange or quotation system.
CUSIP/ISIN:                 40432X6P1/US40432X6P13


                                                                   PS- 2
GENERAL

This pricing supplement relates to an offering of securities linked to the Reference Asset. The purchaser of a security will acquire a senior
unsecured debt security of HSBC USA Inc. Although the offering of securities relates to the Reference Asset, you should not construe that fact
as a recommendation as to the merits of acquiring an investment linked to the Reference Asset or any component security included in the
Reference Asset or as to the suitability of an investment in the securities.

You should read this document together with the prospectus dated March 22, 2012, the prospectus supplement dated March 22, 2012 and the
Equity Index Underlying Supplement dated March 22, 2012. If the terms of the securities offered hereby are inconsistent with those described
in the accompanying Equity Index Underlying Supplement, prospectus supplement or prospectus, the terms described in this pricing
supplement shall control. You should carefully consider, among other things, the matters set forth in “Risk Factors” beginning on page PS-5 of
this pricing supplement, page S-3 of the prospectus supplement and page S-1 of the Equity Index Underlying Supplement, as the securities
involve risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other
advisors before you invest in the securities. As used herein, references to the “Issuer”, “HSBC”, “we”, “us” and “our” are to HSBC USA Inc.

HSBC has filed a registration statement (including a prospectus, prospectus supplement and Equity Index Underlying Supplement) with the
SEC for the offering to which this pricing supplement relates. Before you invest, you should read the prospectus, prospectus supplement and
Equity Index Underlying Supplement in that registration statement and other documents HSBC has filed with the SEC for more complete
information about HSBC and this offering. You may get these documents for free by visiting EDGAR on the SEC’s web site at www.sec.gov.
Alternatively, HSBC Securities (USA) Inc. or any dealer participating in this offering will arrange to send you the prospectus, prospectus
supplement and Equity Index Underlying Supplement if you request them by calling toll-free 1-866-811-8049.

You may also obtain:

    The Equity Index Underlying Supplement at: www.sec.gov/Archives/edgar/data/83246/000114420412016693/v306691_424b2.htm

    The prospectus supplement at: www.sec.gov/Archives/edgar/data/83246/000104746912003151/a2208335z424b2.htm

    The prospectus at: www.sec.gov/Archives/edgar/data/83246/000104746912003148/a2208395z424b2.htm

PAYMENT AT MATURITY

On the Maturity Date, for each security you hold, we will pay you the Final Settlement Value, which is an amount in cash, as described below:

If the Reference Return is greater than or equal to zero , you will receive a cash payment on the Maturity Date, per $1,000 Principal
Amount of securities, equal to:

     $1,000 + ($1,000 × Reference Return × Upside Participation Rate).

If the Reference Return is less than zero, you will receive a cash payment on the Maturity Date, per $1,000 Principal Amount of securities,
equal to:

     $1,000 + ($1,000 × Reference Return × Downside Participation Rate).

Under these circumstances, you will lose 0.5% of the Principal Amount of your securities for each percentage point that the Reference Return
is below zero. For example, if the Reference Return is -30%, you will suffer a 15% loss and receive 85% of the Principal Amount. If the
Reference Return is less than zero, you will lose up to 50% of your investment, subject to the credit risk of HSBC.

Interest

The securities will not pay interest.

Calculation Agent

We or one of our affiliates will act as calculation agent with respect to the securities.

Reference Sponsor

S&P Dow Jones Indices LLC, a subsidiary of The McGraw-Hill Companies, Inc., is the reference sponsor.
PS- 3
INVESTOR SUITABILITY

 The securities may be suitable for you if:                           The securities may not be suitable for you if:
  You seek an investment with an enhanced return linked to the  You believe the Reference Return will be negative or that the
     potential positive performance of the Reference Asset and you        Reference Return will not be sufficiently positive to provide you
     believe the level of the Reference Asset will increase over the      with your desired return.
     term of the securities.
                                                                       You are unwilling to make an investment that is exposed on a
  You are willing to make an investment that is exposed on a             0.5-to-1 basis to declines in the level of the Reference Asset.
     0.5-to-1 basis to declines in the level of the Reference Asset.
                                                                       You seek an investment that provides full return of principal.
  You are willing to forgo dividends or other distributions paid to
     holders of the stocks comprising the Reference Asset.             You prefer the lower risk, and therefore accept the potentially
                                                                          lower returns, of conventional debt securities with comparable
  You are willing to accept the risk and return profile of the           maturities issued by HSBC or another issuer with a similar credit
     securities versus a conventional debt security with a comparable     rating.
     maturity issued by HSBC or another issuer with a similar credit
     rating.                                                           You prefer to receive the dividends or other distributions paid on
                                                                          the stocks comprising the Reference Asset.
  You do not seek current income from your investment.
                                                                       You seek current income from your investment.
  You do not seek an investment for which there is an active
     secondary market.                                                 You seek an investment for which there will be an active
                                                                          secondary market.
  You are willing to hold the securities to maturity.
                                                                       You are unable or unwilling to hold the securities to maturity.
  You are comfortable with the creditworthiness of HSBC, as Issuer
     of the securities.                                                You are not willing or are unable to assume the credit risk
                                                                          associated with HSBC, as Issuer of the securities.


                                                                 PS- 4
RISK FACTORS

We urge you to read the section “Risk Factors” beginning on page S-3 in the accompanying prospectus supplement and on page S-1 of the
accompanying Equity Index Underlying Supplement. Investing in the securities is not equivalent to investing directly in any of the stocks
comprising the Reference Asset. You should understand the risks of investing in the securities and should reach an investment decision only
after careful consideration, with your advisors, of the suitability of the securities in light of your particular financial circumstances and the
information set forth in this pricing supplement and the accompanying Equity Index Underlying Supplement, prospectus supplement and
prospectus.

In addition to the risks discussed below, you should review “Risk Factors” in the accompanying prospectus supplement and Equity Index
Underlying Supplement including the explanation of risks relating to the securities described in the following sections:

    “— Risks Relating to All Note Issuances” in the prospectus supplement;

    “— General risks related to Indices” in the Equity Index Underlying Supplement; and

    “— If the Reference Asset is or includes the S&P 500 Low Volatility Index or otherwise includes an Index that tracks a low volatility
     index” in the Equity Index Underlying Supplement.

You will be subject to significant risks not associated with conventional fixed-rate or floating-rate debt securities.

Your investment in the securities may result in a loss.

You will be exposed on a 0.5-to-1 basis to declines in the level of the Reference Asset. Accordingly, if the Reference Return is less than zero,
your Payment at Maturity will be less than the Principal Amount of your securities. You will lose up to 50% of your investment at maturity if
the Reference Return is negative, subject to the credit risk of HSBC.

Credit risk of HSBC USA Inc.

The securities are senior unsecured debt obligations of the Issuer, HSBC, and are not, either directly or indirectly, an obligation of any third
party. As further described in the accompanying prospectus supplement and prospectus, the securities will rank on par with all of the other
unsecured and unsubordinated debt obligations of HSBC, except such obligations as may be preferred by operation of law. Any payment to be
made on the securities, including any return of principal at maturity, depends on the ability of HSBC to satisfy its obligations as they come due.
As a result, the actual and perceived creditworthiness of HSBC may affect the market value of the securities and, in the event HSBC were to
default on its obligations, you may not receive the amounts owed to you under the terms of the securities.

The securities will not bear interest.

As a holder of the securities, you will not receive interest payments.

The Reference Asset has limited actual historical information.

The Reference Asset was created in April 2011. The reference sponsor has published limited actual information about how the Reference Asset
would have performed had it been calculated in the past. Because the Reference Asset is of recent origin and limited actual historical
performance data exists with respect to it, your investment in the securities may involve a greater risk than investing in securities linked to one
or more indices with a more established record of performance.

Changes that affect the Reference Asset will affect the market value of the securities and the amount you will receive at maturity.

The policies of the reference sponsor concerning additions, deletions and substitutions of the constituents comprising the Reference Asset and
the manner in which the reference sponsor takes account of certain changes affecting those constituents may affect the level of the Reference
Asset. The policies of the reference sponsor with respect to the calculation of the Reference Asset could also affect the level of the Reference
Asset. The reference sponsor may discontinue or suspend calculation or dissemination of the Reference Asset. Any such actions could affect
the value of the securities and the return on the securities.

The securities are not insured or guaranteed by any governmental agency of the United States or any other jurisdiction.

The securities are not deposit liabilities or other obligations of a bank and are not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other governmental agency or program of the United States or any other jurisdiction. An investment in the securities is
subject to the credit risk of HSBC, and in the event that HSBC is unable to pay its obligations as they become due, you may not receive the full
Payment at Maturity of the securities.


                                                                    PS- 5
Certain built-in costs are likely to adversely affect the value of the securities prior to maturity.

While the Payment at Maturity described in this pricing supplement is based on the full Principal Amount of your securities, the original issue
price of the securities includes the agent’s commission and the estimated cost of HSBC hedging its obligations under the securities. As a result,
the price, if any, at which HSBC Securities (USA) Inc. will be willing to purchase securities from you in secondary market transactions, if at
all, will likely be lower than the original issue price, and any sale prior to the Maturity Date could result in a substantial loss to you. The
securities are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your securities to maturity.

The securities lack liquidity.

The securities will not be listed on any securities exchange. HSBC Securities (USA) Inc. is not required to offer to purchase the securities in the
secondary market, if any exists. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the
securities easily. Because other dealers are not likely to make a secondary market for the securities, the price at which you may be able to trade
your securities is likely to depend on the price, if any, at which HSBC Securities (USA) Inc. is willing to buy the securities.

Potential conflicts.

HSBC and its affiliates play a variety of roles in connection with the issuance of the securities, including acting as calculation agent and
hedging our obligations under the securities. In performing these duties, the economic interests of the calculation agent and other affiliates of
ours are potentially adverse to your interests as an investor in the securities. We will not have any obligation to consider your interests as a
holder of the securities in taking any action that might affect the value of your securities.

Uncertain tax treatment.

For a discussion of the U.S. federal income tax consequences of your investment in a security, please see the discussion under “U.S. Federal
Income Tax Considerations” herein and the discussion under “U.S. Federal Income Tax Considerations” in the accompanying prospectus
supplement.


                                                                        PS- 6
ILLUSTRATIVE EXAMPLES

The following table and examples are provided for illustrative purposes only and are hypothetical. They do not purport to be representative of
every possible scenario concerning increases or decreases in the level of the Reference Asset relative to its Initial Level. We cannot predict the
actual Final Level. The assumptions we have made in connection with the illustrations set forth below may not reflect actual events. You
should not take this illustration or these examples as an indication or assurance of the expected performance of the Reference Asset or the
return on your securities . The Final Settlement Value may be less than the amount that you would have received from a conventional debt
security with the same stated maturity, including such a security issued by HSBC. The numbers appearing in the table below and following
examples have been rounded for ease of analysis.

The table below illustrates the Final Settlement Value on a $1,000 investment in securities for a hypothetical range of Reference Returns from
-100% to +60%. The following results are based solely on the assumptions outlined below. The “Hypothetical Return on the Security” as used
below is the number, expressed as a percentage, that results from comparing the Final Settlement Value per $1,000 Principal Amount of
securities to $1,000. The potential returns described here assume that your securities are held to maturity. You should consider carefully
whether the securities are suitable to your investment goals. The following table and examples are based on the following terms:

   Principal Amount:                                                       $1,000
   Upside Participation Rate:                                              150% (1.5x)
   Downside Participation Rate:                                            50% (0.5x)
   Initial Level:                                                          4,644.27

                                                                               Hypothetical        Hypothetical
                                   Hypothetical         Hypothetical
                                                                             Final Settlement      Return on the
                                   Final Level        Reference Return
                                                                                  Value              Security
                                           7,430.83               60.00%                $1,900             90.00%
                                           6,501.98               40.00%                $1,600             60.00%
                                           6,037.55               30.00%                $1,450             45.00%
                                           5,573.12               20.00%                $1,300             30.00%
                                           5,340.91               15.00%                $1,225             22.50%
                                           5,108.70               10.00%                $1,150             15.00%
                                           4,876.48                5.00%                $1,075              7.50%
                                           4,737.16                2.00%                $1,030              3.00%
                                           4,690.71                1.00%                $1,015              1.50%
                                           4,644.27                0.00%                $1,000              0.00%
                                           4,597.83               -1.00%                  $995             -0.50%
                                           4,551.38               -2.00%                  $990             -1.00%
                                           4,412.06               -5.00%                  $975             -2.50%
                                           4,179.84              -10.00%                  $950             -5.00%
                                           3,947.63              -15.00%                  $925             -7.50%
                                           3,715.42              -20.00%                  $900            -10.00%
                                           3,250.99              -30.00%                  $850            -15.00%
                                           2,786.56              -40.00%                  $800            -20.00%
                                           1,857.71              -60.00%                  $700            -30.00%
                                             928.85              -80.00%                  $600            -40.00%
                                               0.00             -100.00%                  $500            -50.00%



                                                                     PS- 7
The following examples indicate how the Final Settlement Value would be calculated with respect to a hypothetical $1,000 investment in the
securities.

Example 1: The level of the Reference Asset increases from the Initial Level of 4,644.27 to a Final Level of 6,501.98.


                                            Reference Return:                                40%
                                            Final Settlement Value:                        $1,600

Because the Reference Return is positive, the Final Settlement Value would be $1,600 per $1,000 Principal Amount of securities, calculated as
follows:

                                            $1,000 + ($1,000 × Reference Return × Upside Participation Rate)
                                            = $1,000 + ($1,000 × 40% × 150%)
                                            = $1,600

Example 1 shows that you will receive the return of your principal investment plus a return equal to the Reference Return multiplied by the
Upside Participation Rate of 150% (1.5x) when such Reference Return is positive.

Example 2: The level of the Reference Asset decreases from the Initial Level of 4,644.27 to a Final Level of 2,786.56.


                                            Reference Return:                                -40%
                                            Final Settlement Value:                           $800

Because the Reference Return is less than zero, the Final Settlement Value would be $800 per $1,000 Principal Amount of securities,
calculated as follows:

                                            $1,000 + ($1,000 × Reference Return × Downside Participation Rate)
                                            = $1,000 + ($1,000 × -40% × 50%)
                                            = $800

Example 2 shows that you are exposed on a 0.5-to-1 basis to declines in the level of the Reference Asset. YOU MAY LOSE UP TO 50%
(0.5x) OF THE PRINCIPAL AMOUNT OF YOUR SECURITIES, SUBJECT TO THE CREDIT RISK OF HSBC.


                                                                   PS- 8
THE S&P 500 ® LOW VOLATILITY INDEX (“SP5LVI”)

Description of the Reference Asset

The SP5LVI measures the performance of the 100 least volatile stocks over the previous year in the S&P 500 ® Index. It is designed to serve as
a benchmark for low volatility strategies in the U.S. stock market.
As of the November 2012 rebalancing, the sector weightings in the SP5LVI were as follows: Consumer Discretionary: 2.91%, Consumer
Staples: 27.12%, Energy: 1.87%, Financials: 10.48%, Healthcare: 11.13%, Industrials: 6.31%, Information Technology: 3.58%, Materials:
2.52%, Telecommunication Services: 2.94% and Utilities: 31.14%.
For more information about the SP5LVI, see “The S&P 500 Low Volatility Index” on page S-18 of the accompanying Equity Index Underlying
Supplement.

Hypothetical and Actual Historical Performance of the SP5LVI

The following graph sets forth the hypothetical back-tested performance of the SP5LVI from January 28, 2008 through April 19, 2011 and the
historical performance of the SP5LVI from April 20, 2011 to January 28, 2013. The SP5LVI has only been calculated since April 20, 2011.
The hypothetical back-tested performance of the SP5LVI set forth in the following graph was calculated using the selection criteria and
methodology employed to calculate the SP5LVI since its inception on April 20, 2011. However, the hypothetical back-tested SP5LVI data only
reflects the application of that methodology in hindsight, since the SP5LVI was not actually calculated and published prior to April 20, 2011.
The hypothetical back-tested SP5LVI data cannot completely account for the impact of financial risk in actual trading. There are numerous
factors related to the equities markets in general that cannot be, and have not been, accounted for in the hypothetical back-tested SP5LVI data,
all of which can affect actual performance. Consequently, you should not rely on that data as a reflection of what the actual SP5LVI
performance would have been had the index been in existence or in forecasting future SP5LVI performance. Because the SP5LVI is a price
return index, and not a total return index, the data presented below does not reflect the payment of dividends. The graph below also reflects the
actual closing levels from April 20, 2011 to January 28, 2013 that we obtained from the Bloomberg Professional ® service. We have not
undertaken any independent review of, or made any due diligence inquiry with respect to, the information obtained from the Bloomberg
Professional ® service. The closing level for the SP5LVI on January 28, 2013 was 4,644.27. The hypothetical and actual performance is not
necessarily an indication of future results.




                                                  Source: Bloomberg Professional ® service

The hypothetical and actual historical levels of the SP5LVI should not be taken as an indication of future performance, and no assurance can be
given as to the Official Closing Level of the SP5LVI on the Final Valuation Date.

                                                                    PS- 9
The tables below are a comparison of the 1997 through 2012 annual returns and the 1,3,5,10,15 and 20 year annualized returns and standard
deviations for the S&P 500 ® Low Volatility Index and the S&P 500 ® Index. The SP5LVI has only been calculated since April 20, 2011.
Accordingly, while the hypothetical tables set forth below are based on the selection criteria and methodology described herein and in the
Equity Index Underlying Supplement, the SP5LVI was not actually calculated and published prior to April 20, 2011. The hypothetical and
actual historical performance is not necessarily an indication of future results. Because the SP5LVI is a price return index, and not a total return
index, the return data presented below does not reflect the payment of dividends.

                                                                Annual Returns¹
                                                               S&P 500 ® Low            S&P 500 ® Index
                                                              Volatility Index
                                            1997                   26.27%                     31.01%
                                            1998                    4.80%                     26.67%
                                            1999                  -10.72%                     19.53%
                                            2000                   20.68%                    -10.14%
                                            2001                    1.54%                    -13.04%
                                            2002                   -9.83%                    -23.37%
                                            2003                   19.43%                     26.38%
                                            2004                   14.38%                      8.99%
                                            2005                   -0.67%                      3.00%
                                            2006                   16.49%                     13.62%
                                            2007                   -2.16%                      3.53%
                                            2008                  -23.61%                    -38.49%
                                            2009                   15.52%                     23.45%
                                            2010                    9.79%                     12.78%
                                            2011                   10.88%                      0.00%
                                            2012                    6.70%                     13.41%
¹ Annual Return is a return an investment provides over a period of one year, expressed as (a) the difference between ending level and starting
level, divided by (b) starting level.

                                               Annualized Return² Data as of December 31, 2012
                                                               S&P 500 ® Low             S&P 500 ® Index
                                                               Volatility Index
                                            1 Yr.                   6.70%                     13.41%
                                            3 Yrs.                  9.11%                      8.55%
                                            5 Yrs.                  2.77%                     -0.58%
                                           10 Yrs.                  5.89%                      4.95%
                                           15 Yrs.                  4.12%                      2.60%
                                           20 Yrs.                  6.45%                      6.11%
² Annualized return is a return an investment provides over a period of time, representing a geometric average of annual returns over that
period. The geometric average of annual returns represents the average rate per year on an investment that is compounded over a period of
several years.

                                                         Annualized Standard Deviation³

                                                                S&P 500 ® Low               S&P 500 ® Index
                                                                Volatility Index
                                              1 Yr.                  6.03%                       10.56%
                                              3 Yrs.                 8.86%                       15.34%
                                              5 Yrs.                12.65%                       19.06%
                                             10 Yrs.                10.16%                       14.78%
                                             15 Yrs.                11.78%                       16.24%
                                             20 Yrs.                11.27%                       15.11%
³ Standard Deviation is a statistical measure of the distance a quantity is likely to lie from its average value. In finance, standard deviation is
applied to the annual rate of return of an investment, to measure the investment's volatility, or “risk”.
Sector Weightings

The table below shows the current weight, average weight and maximum weight of each industry sector included in the SP5LVI. The SP5LVI
has only been calculated since April 20, 2011. Accordingly, while the hypothetical tables set forth below are based on the selection criteria and
methodology described herein and in the “Equity Index Underlying Supplement”, the SP5LVI was not actually calculated and published prior
to April 20, 2011. No assurance can be given that these weightings will not change.




The hypothetical back-tested weights of the SP5LVI set forth above were calculated using the selection criteria and methodology employed to
calculate the SP5LVI since its inception on April 20, 2011.



                                                                    PS- 10
License Agreement

Standard & Poor’s ® and S&P ® are registered trademarks of Standard & Poor’s Financial Services LLC (“S&P”); Dow Jones ® is a registered
trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”); and these trademarks have been licensed for use by S&P Dow Jones
Indices LLC. “Standard & Poor’s ® ”, “S&P 500 ® ” and “S&P ® ” are trademarks of S&P and have been licensed for use by S&P Dow Jones
Indices LLC and its affiliates and sublicensed for certain purposes by HSBC. The SP5LVI (the “Index”) is a product of S&P Dow Jones
Indices LLC, and has been licensed for use by HSBC.

The securities are not sponsored, endorsed, sold or promoted by S&P Dow Jones Indices LLC, Dow Jones, S&P or any of their respective
affiliates (collectively, “S&P Dow Jones Indices”). S&P Dow Jones Indices makes no representation or warranty, express or implied, to the
holders of the securities or any member of the public regarding the advisability of investing in securities generally or in the securities
particularly or the ability of the Index to track general market performance. S&P Dow Jones Indices’ only relationship to HSBC with respect to
the Index is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P Dow Jones Indices. The Index is
determined, composed and calculated by S&P Dow Jones Indices without regard to HSBC or the securities. S&P Dow Jones Indices has no
obligation to take the needs of HSBC or the holders of the securities into consideration in determining, composing or calculating the Index.
S&P Dow Jones Indices is not responsible for and has not participated in the determination of the prices, and amount of the securities or the
timing of the issuance or sale of the securities or in the determination or calculation of the equation by which the securities are to be converted
into cash. S&P Dow Jones Indices has no obligation or liability in connection with the administration, marketing or trading of the securities.
There is no assurance that investment products based on the Index will accurately track index performance or provide positive investment
returns. S&P Dow Jones Indices LLC is not an investment advisor. Inclusion of a security within the Index is not a recommendation by S&P
Dow Jones Indices to buy, sell, or hold such security, nor is it considered to be investment advice. Notwithstanding the foregoing, CME Group
Inc. and its affiliates may independently issue and/or sponsor financial products unrelated to the securities currently being issued by HSBC, but
which may be similar to and competitive with the securities. In addition, CME Group Inc. and its affiliates may trade financial products which
are linked to the performance of the Index. It is possible that this trading activity will affect the value of the Index and the securities.

S&P DOW JONES INDICES DOES NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE
COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT
LIMITED TO, ORAL OR WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT
THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS,
OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND
EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR
AS TO RESULTS TO BE OBTAINED BY HSBC, HOLDERS OF THE SECURITIES, OR ANY OTHER PERSON OR ENTITY FROM
THE USE OF THE INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING
LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES,
WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF
ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND HSBC, OTHER THAN THE LICENSORS
OF S&P DOW JONES INDICES.


                                                                     PS- 11
SUPPLEMENTAL PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)

We have appointed HSBC Securities (USA) Inc., an affiliate of HSBC, as the agent for the sale of the securities. Pursuant to the terms of a
distribution agreement, HSBC Securities (USA) Inc. will purchase the securities from HSBC at the price to public less the underwriting
discount set forth on the cover page of this pricing supplement, for distribution to other registered broker-dealers, or will offer the securities
directly to investors. HSBC Securities (USA) Inc. will offer the securities at the price to public set forth on the cover page of this pricing
supplement. HSBC USA Inc. or one of our affiliates may pay varying underwriting discounts of up to 3.50% and referral fees of up to 2.20%
per $1,000 Principal Amount of securities in connection with the distribution of the securities to other registered broker-dealers. In no case will
the sum of the underwriting discounts and referral fees exceed 4.70% per $1,000 Principal Amount.

An affiliate of HSBC has paid or may pay in the future an amount to broker-dealers in connection with the costs of the continuing
implementation of systems to support the securities.

In addition, HSBC Securities (USA) Inc. or another of its affiliates or agents may use this pricing supplement in market-making transactions
after the initial sale of the securities, but is under no obligation to do so and may discontinue any market-making activities at any time without
notice.

See “Supplemental Plan of Distribution (Conflicts of Interest)” on page S-49 in the prospectus supplement.

U.S. FEDERAL INCOME TAX CONSIDERATIONS

There is no direct legal authority as to the proper tax treatment of the securities, and therefore significant aspects of the tax treatment of the
securities are uncertain as to both the timing and character of any inclusion in income in respect of the securities. Under one approach, a
security should be treated as a pre-paid executory contract with respect to the Reference Asset. We intend to treat the securities consistent with
this approach. Pursuant to the terms of the securities, you agree to treat the securities under this approach for all U.S. federal income tax
purposes. Subject to the limitations described therein, and based on certain factual representations received from us, in the opinion of our
special U.S. tax counsel, Morrison & Foerster LLP, it is reasonable to treat a security as a pre-paid executory contract with respect to the
Reference Asset. Pursuant to this approach, we do not intend to report any income or gain with respect to the securities prior to their maturity
or an earlier sale or exchange and we intend to treat any gain or loss upon maturity or an earlier sale or exchange as long-term capital gain or
loss, provided that you have held the security for more than one year at such time for U.S. federal income tax purposes.

We will not attempt to ascertain whether any of the entities whose stock is included in, or owned by, the Reference Asset, as the case may
be, would be treated as a passive foreign investment company (“PFIC”) or United States real property holding corporation (“USRPHC”),
both as defined for U.S. federal income tax purposes. If one or more of the entities whose stock is included in, or owned by, the Reference
Asset, as the case may be, were so treated, certain adverse U.S. federal income tax consequences might apply. You should refer to
information filed with the SEC and other authorities by the entities whose stock is included in, or owned by, the Reference Asset, as the case
may be, and consult your tax advisor regarding the possible consequences to you if one or more of the entities whose stock is included in, or
owned by, the Reference Asset, as the case may be, is or becomes a PFIC or a USRPHC.

Withholding and reporting requirements under the legislation enacted on March 18, 2010 (as discussed beginning on page S-48 of the
prospectus supplement) will generally apply to payments made after December 31, 2013. However, this withholding tax will not be imposed on
payments pursuant to obligations outstanding on January 1, 2014. Holders are urged to consult with their own tax advisors regarding the
possible implications of this recently enacted legislation on their investment in the securities.

For a discussion of the U.S. federal income tax consequences of your investment in a security, please see the discussion under “U.S. Federal
Income Tax Considerations” in the accompanying prospectus supplement.


                                                                     PS- 12
VALIDITY OF THE SECURITIES

In the opinion of Morrison & Foerster LLP, as counsel to the Issuer, when the securities offered by this pricing supplement have been executed
and delivered by the Issuer and authenticated by the trustee pursuant to the Senior Indenture referred to in the prospectus supplement dated
March 22, 2012, and issued and paid for as contemplated herein, such securities will be valid, binding and enforceable obligations of the Issuer,
entitled to the benefits of the Senior Indenture, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights
generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith,
fair dealing and the lack of bad faith). This opinion is given as of the date hereof and is limited to the laws of the State of New York, the
Maryland General Corporation Law (including the statutory provisions, all applicable provisions of the Maryland Constitution and the reported
judicial decisions interpreting the foregoing) and the federal laws of the United States of America. This opinion is subject to customary
assumptions about the trustee’s authorization, execution and delivery of the Senior Indenture and the genuineness of signatures and to such
counsel’s reliance on the Issuer and other sources as to certain factual matters, all as stated in the legal opinion dated July 27, 2012, which has
been filed as Exhibit 5.1 to the Issuer’s Current Report on Form 8-K dated July 27, 2012.


                                                                     PS- 13
               TABLE OF CONTENTS                                    You should only rely on the information contained in this
                                                                    pricing supplement, the accompanying Equity Index
                                                                    Underlying Supplement, prospectus supplement and
                                                                    prospectus. We have not authorized anyone to provide you
                                                                    with information or to make any representation to you that is
                                                                    not contained in this pricing supplement, the accompanying
                                                                    Equity Index Underlying Supplement, prospectus supplement
                                                                    and prospectus. If anyone provides you with different or
                                                                    inconsistent information, you should not rely on it. This
                                                                    pricing supplement, the accompanying Equity Index
                                                                    Underlying Supplement, prospectus supplement and
                                                                    prospectus are not an offer to sell these securities, and these
                                                                    documents are not soliciting an offer to buy these securities, in
                                                                    any jurisdiction where the offer or sale is not permitted. You
                                                                    should not, under any circumstances, assume that the
                                                                    information in this pricing supplement, the accompanying
                                                                    Equity Index Underlying Supplement, prospectus supplement
                                                                    and prospectus is correct on any date after their respective
                                                                    dates.




                                                                                           HSBC USA Inc.




                                                                            $1,541,000 50/150 Performance
                                                                             Securities Linked to the S&P
                                                                              500 ® Low Volatility Index




                                                                                       January 28, 2013




                                                                               PRICING SUPPLEMENT


                   Pricing Supplement
General                                                      PS-3
Payment at Maturity                                          PS-3
Investor Suitability                                         PS-4
Risk Factors                                                 PS-5
Illustrative Examples                                        PS-7
The S&P 500 ® Low Volatility Index (“SP5LVI”)                PS-9
Supplemental Plan of Distribution (Conflicts of Interest)   PS-12
U.S. Federal Income Tax Considerations                      PS-12
Validity of the Securities                                  PS-13

        Equity Index Underlying Supplement
Risk Factors                                                  S-1
The S&P 500 ® Index                                           S-6
The S&P 100 ® Index                                          S-10
The S&P MidCap 400 ® Index                                   S-14
The S&P 500 Low Volatility Index                             S-18
The Russell 2000 ® Index                                     S-21
The Dow Jones Industrial Average SM                          S-25
The Hang Seng China Enterprises Index ®                      S-27
The Hang Seng ® Index                                        S-30
The Korea Stock Price Index 200                              S-33
MSCI Indices                                                 S-36
The EURO STOXX 50 ® Index                                    S-40
The PHLX Housing Sector SM Index                             S-42
The TOPIX ® Index                                            S-46
The NASDAQ-100 Index ®                                       S-49
S&P BRIC 40 Index                                            S-53
The Nikkei 225 Index                                         S-56
The FTSE™ 100 Index                                          S-58
Other Components                                             S-60
Additional Terms of the Notes                                S-60

                Prospectus Supplement
Risk Factors                                                  S-3
Risks Relating to Our Business                                S-3
Risks Relating to All Note Issuances                          S-3
Pricing Supplement                                            S-7
Description of Notes                                          S-8
Use of Proceeds and Hedging                                  S-30
Certain ERISA Considerations                                 S-30
U.S. Federal Income Tax Considerations                       S-32
Supplemental Plan of Distribution (Conflicts of Interest)    S-49

                       Prospectus
About this Prospectus                                          1
Risk Factors                                                   1
Where You Can Find More Information                            1
Special Note Regarding Forward-Looking Statements              2
HSBC USA Inc.                                                  3
Use of Proceeds                                                3
Description of Debt Securities                                 3
Description of Preferred Stock                                15
Description of Warrants                                       21
Description of Purchase Contracts                             25
Description of Units                                          28
Book-Entry Procedures                                         30
Limitations on Issuances in Bearer Form                       35
U.S. Federal Income Tax Considerations Relating to
Debt Securities                                               35
Plan of Distribution (Conflicts of Interest)                  51
Notice to Canadian Investors                                  53
Notice to EEA Investors                                       58
Certain ERISA Matters   59
Legal Opinions          60
Experts                 60

				
DOCUMENT INFO
Stats:
views:2
posted:1/30/2013
language:Unknown
pages:20